MNC Affirms Commitment to Not Reduce $42 Price, Despite Poor Revelyst Results

MNC Confirms Willingness to Make $42 a Share Tender Offer, With Vista's Agreement

MNC Says Vista Misrepresented its Willingness to Increase Price If Given Reason To

DALLAS--(BUSINESS WIRE)--MNC Capital Partners, L.P. (“MNC”) today sent a letter to the Vista Board that included the following points:

• Vista misrepresented our willingness to increase our offer. MNC has never said “best and final”. What MNC has been very clear about is that we do not currently see any reason or basis to increase our offer. If there were a reason or basis to increase our offer, including Vista engaging with us and providing one, we would increase our offer price.

• As to a tender offer, MNC would need Vista’s agreement to not put in place a “poison pill” preventing our ability to purchase shares, as well as Vista’s agreement that, if a majority of shares were tendered, MNC could immediately acquire the remainder of the shares in a merger under the applicable Delaware statute. If Vista provided such agreements, we would conduct a tender offer, as we believe it gives shareholders the direct ability to evaluate and accept our offer as being in their best interests.

• We will not reduce our $42 per share price, despite the poor results that Vista recently announced for its Revelyst business unit. While Vista did not disclose YoY comparisons, the Revelyst segment EBITDA was down -36% YoY. This stands in stark contrast to the full year projected growth of +48%. For Revelyst to meet the midpoint of its annual EBITDA guidance, its performance for the next nine months must immediately flip direction and generate a staggering +75% YoY increase vs. last year. Notably, one of Vista’s public peers—Helen of Troy Limited—announced that they also missed earnings AND they lowered full year guidance. They cited a “global outdoor slowdown” and “increasing promotional activity” reducing margins. For all these reasons, we were very surprised to see Vista reaffirm guidance for Revelyst.

• We firmly believe it is time for Vista to sign a merger agreement with us at $42 per share, or to agree to let shareholders decide whether to accept $42 per share through an unobstructed tender offer.

Disclaimer

This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. Any offers to purchase or solicitation of offers to sell Vista shares would be made only pursuant to a tender offer statement, which would be filed with the Securities and Exchange Commission. While MNC is willing to make a tender offer, it does not currently have any plans, and undertakes no obligation, to do so.